Categories Earnings Call Transcripts, Technology

J2 Global Inc. (JCOM) Q2 2021 Earnings Call Transcript

JCOM Earnings Call - Final Transcript

J2 Global Inc. (NASDAQ: JCOM) Q2 2021 earnings call dated  Aug. 06, 2021

Corporate Participants:

Scott Turicchi — President and Chief Financial Officer

Vivek Shah — Chief Executive Officer

Analysts:

Shyam Patil — SIG — Analyst

James Breen — William Blair & Company — Analyst

Will Power — Baird — Analyst

Saket Kalia — Barclays — Analyst

James Fish — Piper Sandler — Analyst

Jon Tanwanteng — CJS Securities — Analyst

Presentation:

Operator

Good day, ladies and gentlemen, and welcome to J2 Global’s Second Quarter 2021 Earnings Call. My name is Paul, and I will be the operator assisting you today. [Operator Instructions] On this call will be Vivek Shah, CEO of J2 Global; and Scott Turicchi, President and CFO of J2.

I will now turn the call over to Scott Turicchi, President and CFO of J2 Global. Thank you. You may begin.

Scott Turicchi — President and Chief Financial Officer

Thank you. Good morning, ladies and gentlemen, and welcome to the J2 Global investor conference call for Q2 2021. As the operator mentioned, I’m Scott Turicchi, President and CFO of J2 Global, and I’m joined today by our CEO, Vivek Shah.

A presentation is available for today’s call. A copy of the presentation is available at our website. When you launch in the webcast, there is a button on the viewer on the right-hand side, which will allow you to expand the slides. If you have not received a copy of the press release, you may access it through our corporate website at j2global.com. In addition, you will be able to access the webcast from this site.

After completing the formal presentation, we will be conducting a Q&A session. The operator will instruct you at that time regarding the procedures for asking a question. In addition, you may e-mail questions at any time to investor@j2global.com.

Before we begin our prepared remarks, allow me to read the safe harbor language. As you know, this call and the webcast include forward-looking statements. Such statements may involve risks and uncertainties that would cause actual results to differ materially from anticipated results. Some of those risks and uncertainties include, but are not limited to, the risk factors that we have disclosed in our various SEC filings, including our 10-K filings, recent 10-Q filings, various proxy statements and 8-K filings as well as additional risk factors that we have included as part of the slide show for the webcast. We refer you to discussions in those documents regarding safe harbor language as well as forward-looking statements.

Now let me turn the call over to Vivek, for his opening remarks.

Vivek Shah — Chief Executive Officer

Thank you, Scott, and good morning, everyone. Our second quarter results were amongst the strongest, if not the strongest in the company’s history. We grew pro forma revenues by over 33%. And while we experienced pandemic headwinds last year, you’ll recall that we fared far better than peers by growing 2%, making this quarter’s results, especially gratifying.

We’re also increasing our guidance for the second time in a year, something we’ve never done before. We believe J2 is firing on all cylinders as we come closer to the spin-off of the consensus business, giving our shareholders direct ownership of two separate and compelling companies.

More than half of the 33.5% pro forma revenue growth in the quarter was organic with the balance coming from the revenue contributions of assets acquired within the last 12 months, mainly RetailMeNot.

The advertising business, which represents about half of the company’s revenues grew over 62%. When excluding RetailMeNot, ad revenues grew over 32%. We believe our main ad categories, which are tech, telco, gaming and entertainment, health and shopping are well positioned for sustained growth as economies reopen and marketers continue to shift dollars from traditional vehicles to digital. Gaming and Entertainment was particularly strong, with meaningful growth from games publishers and streaming platforms contributing to over 40% growth.

Health advertising, which continues to benefit from the shift of direct-to-consumer and direct-to-provider advertising from traditional channels to digital continues to be another key growth driver, up nearly 33% in the quarter. GroupM recently raised their forecast for global advertising to 19% for this year, up from 12%. And we believe that we have three competitive advantages in the advertising market. First, we largely sell contextual advertising, which is predicated on content adjacencies as opposed to cookie-based advertising. Second, given the nature of our verticals and decision-oriented content, our audiences exhibit great purchase intent, making them very valuable to marketers. And third, more than half of our advertising revenues are priced based on performance, including cost per click, cost per acquisition and cost per lead. While the portion that is CPM-based, it generally held the quantitative performance measures.

Advertisers continue to seek ROI from their advertising investments, and we believe we’re a key performance partner for our clients.

On the subscription side, revenues grew over 14%. The subscription businesses in the Digital Media segment grew by nearly 30%, driven largely by our subscription and licensing solutions in the broadband connectivity space. We continue to believe our connectivity offerings are amongst the best in the industry, and our recent acquisition of Solutelia only strengthens our position.

In the Cloud Services segment, subscription revenues grew by over 10%, with revenue growth in all of our subscription service areas. The Cloud Fax business grew by nearly 9%, with the corporate fax portion growing by over 18%. We just won a contract with one of the world’s largest clinical lab testing companies, building on our strong enterprise penetration. The momentum at Cloud Fax, soon to be an independent company called Consensus, is very strong. And in a moment, I’ll provide an update on the spin-off process.

Rounding out the subscription businesses are cybersecurity and Martech. The former grew over 6% in the quarter. And as I’ve mentioned in the last two calls, we’ve been increasing our marketing and product investments to accelerate cybersecurity’s growth. We believe we have a world-class suite of cybersecurity solutions, which can be run for both profitability and growth. The same can be said for our Martech business, which grew over 20% in the quarter. The same tailwinds that exist in the advertising business hold for Martech, especially for its retail heavy customer base. We’re also thrilled to have added Moz, a leader in SEO solutions to the Martech suite.

Our adjusted EBITDA margin in the quarter was 40%, which was substantially better than expected and an improvement sequentially. The strong revenue performance and associated high flow-through drove margins, but we can’t help being a bit wistful that we didn’t put more investment dollars to work. That’s really a statement about the quality of the investment opportunities across the portfolio and a cautionary note to not always expect this kind of margin beat in the future.

At the midpoint of our newly revised guidance, we are projecting revenues to grow by over 21%, adjusted EBITDA to grow by over 18% and adjusted non-GAAP EPS to grow by over 23% in 2021. Remember that the second half of 2020 was relatively strong for J2, including the acquisition of RetailMeNot in October of last year, making for a tougher comp. But as our new guidance suggests, we believe we will experience revenue growth of roughly 17% in the second half of 2021. That’s an improvement over last year’s second half year-over-year growth of 10%.

Now just a quick update on the spin-off. Since our last earnings call, we have made significant progress across all work streams. We’re happy to report that we received a favorable private letter ruling from the IRS relating to certain key aspects of the tax-free nature of the spin. We’ve also been engaged in productive dialogue with foreign tax authorities about the tax reorganization that will occur as part of the spin. We submitted an initial Form-10 to the SEC on a confidential basis in June, and have been in active communication with the SEC about the filing in recent weeks. Our hope and expectation is that the Form-10 will become public in the near future.

Consensus is planning its debt marketing for early September. Our IT team is also reaching an advanced stage in their separation planning. We now have many of the systems and processes in place to ensure that both companies run smoothly, post-close. Finally, as the future CEO of Consensus, Scott has done an excellent job of shaping his senior leadership team and positioning the organization for success, post-spin.

Overall, we’ve made tremendous progress and remain optimistic that we will complete the separation in late Q3.

On the acquisitions front, we’ve deployed north of $100 million in capital through the first seven months of the year; and as a point of reference, we’ve deployed on average about $400 million per year over the past few years. In addition, as we’ve seen in the past, many of our larger acquisitions can take place towards the end of the year. So I’m optimistic about our chances of matching our average spend.

I’ve been asked a great deal about the competition for acquisitions, especially with all of the SPAC activity in the market. I’d say that we will always lean in to compete for assets where we are uniquely positioned to unlock value. We consider ourselves highly competitive for the assets we are best suited to buy, which tend to be lower middle market private companies.

Historically, 80% of our acquisitions fall into the $50 million to $500 million enterprise value range. I believe our ability to programmatically acquire smaller assets and integrate them into one of our platforms is one of our key advantages. And those, by the way, are not really SPAC targets. Most importantly, our acquisition system is focused on the long game, where patients and pragmatism are awarded. We never allow short-term trends to impact our longer-term thinking.

Earlier this week, we filed a stipulation of settlement relating to a derivative lawsuit that was filed based on J2’s investment in the OCV venture fund. While the company believed the investment in OCV was a good capital allocation choice at the time, to that end, the fund is delivering a 20% IRR. The distraction it’s caused is just not worth it. Therefore, we’re pleased to have come to the settlement, which is designed to reduce J2’s capital commitment from its original $200 million to no more than $135 million, including the cessation of management fees at the end of this year. J2 will retain its indirect interest in the fund’s existing portfolio companies, and we’re optimistic that we will see a nice return from those. Most importantly, we hope our shareholders feel that we’ve been responsive to their concerns and feedback.

Before I hand the call back to Scott, let me provide you an update on our ESG efforts. We’re very pleased to have welcomed Darrah Feldman to the company in a new corporate executive role, reporting to me, overseeing sustainability and responsibility of the company.

Darrah has spent much of her career focused on social impact, and she’s already helped us move forward in some key areas, including arranging for our first company-wide greenhouse gas audit. We will be conducting such an audit for 2019, 2020 and 2021. Once the audit is completed at year-end, we will be in a position to assess our carbon goals.

We will also be publishing an ESG report in Q1 of 2022, which will allow us to align with GRI, SASB and TCFD reporting requirements. The best news is that earlier in the spring, we delivered a number of ESG-related disclosures to help the ratings agencies better report on our activities.

In our last call, I reviewed the great gains we made with ISS. And now we’ve experienced a marked improvement at Sustainalytics, where we went from the 74th to the 9th percentile in the software and services industry group, and from the 24th to 1st percentile in the Internet software and services sub industry group. We’re glad to see our ratings better reflect our goal of delivering profits and purpose.

Finally, we’re thrilled to have welcomed Trace Harris to our Board of Directors. Trace is a 20-year veteran of the media industry, most recently serving as Vivendi’s SVP of Strategy, Finance and Business innovation. She’s joined our Audit Committee and will be a terrific resource for the company.

With that, I’ll hand the call back to Scott.

Scott Turicchi — President and Chief Financial Officer

Thanks, Vivek. I will now provide an overview of both our non-GAAP and pro forma results for Q2 2021. As you recall from our previous earnings call, we have sold certain ANZ voice assets in August 2020 and U.K. voice assets in February 2021, and we now have our B2B backup assets classified as assets held for sale. As a result, we will present our non-GAAP results, which include these operations for the periods owned and our pro forma results, which exclude the contribution from these assets in all comparative periods.

As Vivek has highlighted, it was another stellar quarter driven by organic growth throughout J2’s portfolio of businesses. We ended the quarter with approximately $465 million of cash and investments including $348 million of cash.

Now let’s review the summary quarterly financial results on Slide 4. We’ll begin with our revenues. It was a record second fiscal quarter of revenues for J2. We had revenue of $429 million in the quarter and $418 million of revenue on a pro forma basis, representing approximately 30% and 33.5% growth, respectively. Adjusted EBITDA was also a record for a second fiscal quarter with $172 million as reported and $167.2 million on a pro forma basis. The growth in EBITDA was 30% and 33%, respectively, consistent with our revenue growth.

Finally, growth in earnings per share was even stronger. In the second quarter, we had $2.41 of non-GAAP adjusted EPS and $2.32 of pro forma EPS, a growth of 41% and 45%, respectively, from Q2 2020.

Turning to Slide 5. In Q2, we generated $80.5 million of free cash flow, representing a 30.6% decline from Q2 2020. I would remind our investors that we had a difficult comparison as usually Q1 is our highest free cash flow producing quarter. But in 2020, Q2 was the highest free cash flow producing quarter. In Q2 2021, we had significant additional tax payments and we also had incremental capex versus Q2 2020.

I would also remind those that are new to J2, that our EBITDA-to-free-cash-flow conversion is best measured over a rolling four quarters and is typically in the mid-60s. On a trailing 12-month basis, our adjusted EBITDA is $694.3 million, and our free cash flow is $429.5 million.

Now let’s turn to the two businesses, Cloud and Digital Media for Q2, as outlined on Slide 6. The Cloud business grew revenue 4.9% on a reported GAAP basis and 10.1% on a pro forma basis to $164 million. Adjusted EBITDA was $81.6 million, as reported and $76.8 million on a pro forma basis, generating growth of negative 2.3% and 0.7%, respectively. The Digital Media business grew revenue 54.8% and $253.8 million and experienced double-digit revenue growth exclusive of RetailMeNot. Adjusted EBITDA was up more than 77% to $101.2 million and Digital Media margins expanded to 39.9%, increasing by more than 5 percentage points from Q2 2020.

Finally, before going to our question-and-answer session, I would like to turn your attention to our business outlook on Slide 8. Due to the continuing impressive organic Q2 results, we are raising our guidance once again, the first time in the company’s history, twice in one year. To remind you, at this time, we estimated on a pro forma basis that revenues would be between $1.676 billion and $1.7 billion, adjusted EBITDA between $666 million and $680 million, and non-GAAP adjusted EPS between $9.27 a share and $9.51 per share.

For 2021, we now estimate, on a pro forma basis, revenues to be between $1.722 billion and $1.742 billion, adjusted EBITDA to be between $695 million and $705 million and non-GAAP adjusted earnings per share to be between $9.57 per share and $9.73 per share. I would note that the earnings per share include the 3 million shares that we issued earlier this week to settle the 3.25% convertible notes, following our business outlook our various metrics and reconciliation statements for the various non-GAAP measures to their nearest GAAP equivalent.

I would now ask the operator to rejoin us to instruct you on how to queue for questions.

Questions and Answers:

Operator

Thank you. [Operator Instructions] And the first question is coming from Shyam Patil from SIG. Shyam, your line is live.

Shyam Patil — SIG — Analyst

Thank you. Hey, guys. Good morning. Congrats on the great results.

Vivek Shah — Chief Executive Officer

Thank you.

Shyam Patil — SIG — Analyst

I had a couple of questions. Maybe first one for Vivek and then second one for Scott. Vivek, you kind of talked about this in the call a little bit, but it’s — I can’t remember the last time we’ve seen this level of outperformance on a consistent basis. Could you talk a little bit more about what’s driving this? Is it better processes internally that you introduced when you came on board? Is it the macro? And just kind of how you think about the sustainability of this?

And then, Scott, just on the outlook, any color you could offer us on how to think about Digital Media and Cloud revenue for 3Q and for the year as well as just like depreciation, interest and other income and kind of share count for the year as well? Thank you.

Vivek Shah — Chief Executive Officer

Yes, Shyam, so let me start and take your first question. I certainly think that the advertising market has been really great for us. I think it’s a — I think that’s an overall secular trend where you do have the ongoing shift from advertising from analog to digital platforms. And we think that’s going to continue for quite some time. But also the categories in which we operate, I mentioned them in — at the beginning of the call that tech, telco, gaming and entertainment, health and pharma and shopping are amongst the strongest, if not strongest and fastest-growing categories within the advertising business. And I think that the products and services that we have really produce great ROI and return on ad spend. So I think that combination answers the question as to the strength of the advertising-based businesses within the company. And then on the subscription side, as you know, we look for subscription businesses that are adjacent to the verticals in which we operate. And those businesses which include the connectivity subscription businesses under Ookla, the MarTech businesses and the cybersecurity businesses are doing extremely well.

And then look, I think we’ve got probably at this point, the best roster of underlying businesses and brands through, I think, the careful process of acquiring the right businesses and then disposing of the businesses that weren’t the right fit for us. And then look, I also think the talent. The talent across the board in the organization is doing very well. I also just want to say it shouldn’t go unnoticed that the Cloud Fax business, the Consensus business is on fire. I don’t think we’ve seen results like — I haven’t seen results like this, at least, in the decade plus that I’ve been inside of the company. So a lot of things working well for the company, and we believe they will sustain. And we believe they are part of our new normal.

Scott Turicchi — President and Chief Financial Officer

And so in answer to your question, Sean, as you know, we don’t give quarterly guidance, but I think you can unpack the six-month guidance in the following manner. The — and it’s probably easiest to deal with the Cloud business. As you saw, it grew about 10% pro forma in Q2. We’re expecting a similar rate of growth in Q3, and roughly the same in Q4. So if you do that, you can back into the Digital Media contribution.

Then in terms of some of the things below the line, I would highlight a few items. Our non-GAAP depreciation and amortization should show some sequential upticks in Q3 and Q4 from Q2’s level. I remind people that non-GAAP depreciation and amortization was $16.5 million in Q2. We’re expecting a little under $17 million in Q3 and right around $17 million in Q4. And then our interest income and other, about $15.5 million, $15.7 million, respectively.

What I would also note for everyone to take into account is to make sure you add for the two months of this quarter and the three months of next quarter, an additional 3 million shares into your share count. So the July share count remains consistent with the count we’ve had before, which is 44.7 million range. But then that will jump to 47.7478 million each for the months of August, September through the balance of the year. Tax rates fairly consistent at the 22% and 65% range.

Shyam Patil — SIG — Analyst

Great. Thank you, guys.

Vivek Shah — Chief Executive Officer

Thank you.

Operator

Thank you. And the next question is coming from James Breen. James, your line is live.

James Breen — William Blair & Company — Analyst

Thanks for taking the question. Scott, can you just talk about the sequential cash flow is really high in the first quarter, $150 million down to $80 million What are the differences there between the two? And then there’s an impairment charge of $32 million, I think, impairment charge in the revenue.

Scott Turicchi — President and Chief Financial Officer

Yes. So on the cash flows, one of the downsides of raising your guidance twice in the year and outperforms like this is you got to pay more taxes. And so our estimated tax payments in Q2 were substantially higher than say we would have estimated at the beginning of the year. So we had close to $28 million more in estimated tax payments in Q2 than we did in the year ago quarter and about $23 million, $24 million more sequentially from Q1 To Q2.

So taxes were a big, big piece of the volatility in cash flows. It’s not, say, atypical, we pay more estimated taxes in Q2 versus Q1, but the delta this year was much more extreme given the strong, not only current performance, but prospective performance through the balance of the year.

As I mentioned, we also had some increased capex year-over-year of about $7.5 million, $8 million. And then we just had outstanding collections in Q1, really collected all of the receivables which was somewhat unusual. Normally, some of that would have fallen into Q2. So I think you got to look at the two quarters really in combination with each other. And when you do that, it will look more normalized.

And then in terms of the write-off, there’s a couple of write-offs I’d like to highlight. So the one you’re referring to, which is a $25 million net of taxes has to do with a write-down of our B2B backup business. As you know, we’ve been in a process to sell that business based on the indications of interest. It was prudent and necessary that we take the write-down of about $25 million. That is not included yet, that transaction. But based on the indications of interest we’ve received, that was the necessary thing to do from an accounting standpoint.

Separately, one of the assets that we do not control, which is well talked, they’ve informed us that they too have a process going on. And based upon their indications of interest, we took a write-down of that asset as well.

Operator

Thank you. And the next question is coming from Will Power from Baird. Will, your line is live.

Will Power — Baird — Analyst

Okay. Great. I want to start actually with Scott, and I guess what will be Consensus. Just looking at the strength in Cloud Fax and Corporate fax. Would just love to drill down and get your perspective as to what you’re seeing there, what the key drivers there are of that stronger growth?

Scott Turicchi — President and Chief Financial Officer

Great. I’m glad somebody wants to ask about the Consensus business. So really, the Consensus business is hitting on all cylinders. There are two major streams of revenue there. There is what we call the SOHO revenue stream, sometimes historically referred to as the web channel, which is much more diverse than the health care space, and it is really geared to individuals and micro businesses. And I think you’ve heard Vivek and I talked in the past, that we’ve accepted that to be a low single-digit declining business.

But beginning about a year ago, with some management changes and some reorienting of the marketing, that business now is a modest grower. And that occurred again in Q2. I think it was about 1% growth on the SOHO side. As I tell our perspective Consensus shareholders, I’m not looking for that to be the growth driver, but I do think there’s some opportunities to stabilize that revenue base and have some modest growth out of it. Part of that will be that’s not contributing materially today, but the introduction of new services bundled with the existing service, the most notable is jSign, which is blockchain digital signature that we’re in the midst of releasing.

On the Corporate side, the growth there was 18%. That is being driven almost exclusively through our health care activities. As Vivek mentioned, it’s a combination of new wins, but it’s also the onboarding of customers and their growth in traffic. And so we’re very excited about what’s happening. We have the opportunity that we did not last year to participate in HIMSS, which is coming up next week. It’s a big health care conference. It will be in Las Vegas. We’re actually going to be in what is known as the interoperability showcase. And every hour, we will be demonstrating how a fax transmission is translated into a direct secure message and then integrate it into an EHR system, most notably Epic. We’ll be demonstrating this. We’ll have a booth. We’ve got participation in four interoperability panels and we’ve got a number of face-to-face meetings and interviews with the press.

So this is what we intended 18 months ago, and we rolled out the first Consensus product. But as you know, right after our Analyst Day in March of 2020 with the pandemic, HIIMS was not just postponed or went virtual, it was actually canceled. So this is a big deal for us coming up this coming week. If any shareholders happen to be in Las Vegas, feel free to reach out to me, we can arrange special demonstrations and tours to the floor. But this is really what is describing the overall Consensus business.

Will Power — Baird — Analyst

Okay. Great. And I guess if I could fit in one more actually on the Digital Media side too, just given the strength there. Vivek, I know you called out gaming, of course, health care and two big verticals for you and particularly strong growth. Anything to think about in the second half versus the trends you saw coming out of Q2. I mean, have you seen those trends continue thus far through the quarter? And judging from the full year guidance, it sounds like you have, but any seasonal factors to consider anything else in the second half versus the strength you’ve seen thus far?

Vivek Shah — Chief Executive Officer

Yes. No, look, so I think in the second half, remember, and as I mentioned in the call, last year, second half was particularly robust for the company, and we also had the benefit of the RetailMeNot acquisition in late October. So the comp gets more difficult. And obviously, in Q2, while we had a very strong Q2 last year growing 2% in relative terms, right, where I think most in our industries and our peer set saw significant declines in their revenues, making their Q2 comps this year as that easier than ours, I wouldn’t extrapolate that growth rate per se to the second half. But as I said, we’re looking overall at a 17% growth rate in the second half of ’21.

So we think the trends continue. We think these are long-term trends. And again, I think that I’d just go back to the overall — and you almost have to go category by category, which I won’t do today. But when you look at a category like pharma or you look at a category like shopping, each has a set of reasons as to why you’re seeing an acceleration of the shift from traditional to digital solutions.

And so I think that’s going to continue for the foreseeable future. I think we’ve got really nice tailwinds in a bunch of these different places. I mean, I think the big question will be how robust will the Q4 holiday shopping season be? That’s obviously an unknown. That’s a big open question. And obviously, depending on where that lands. I think it will be a driver of our ultimate result. As you know, that is a meaningful portion of the business. And as you also know, seasonally, Q4 is our strongest quarter.

So we’re optimistic, all the signs we’re seeing in the marketplace and from our clients are strong. The net revenue retention we’re seeing is really amazing. And so all signs are positive.

Will Power — Baird — Analyst

Yes. Great. Thank you. Congratulations on the results.

Vivek Shah — Chief Executive Officer

Appreciate that.

Operator

Thank you. And the next question is coming from Saket Kalia from Barclays. Saket, your line is live.

Saket Kalia — Barclays — Analyst

Great. Hey, guys. Thanks for taking my questions and I’ll echo my congrats on the quarter.

Vivek Shah — Chief Executive Officer

Thank you.

Saket Kalia — Barclays — Analyst

Vivek, maybe for you. I think you touched on this a little bit in your prepared remarks, but do you kind of have that split of advertising revenue between performance and display?

Vivek Shah — Chief Executive Officer

Yes. Yes, it’s about 55% of the advertising is in the performance category. And just to make sure everyone is aware of when we say performance, that really is a function of how it’s priced. So if it’s priced on a cost per click, cost per acquisition or commission basis or cost per lead, that fits into the performance category. If it is priced on a CPM, meaning cost per thousand ads served or on cost per unique visitor reached, so more of a reach metric, that would fall into what we have generally called our display and video.

Saket Kalia — Barclays — Analyst

Got it. Got it. So 55:45 is what the split sounds like, which is great. Maybe logistically, maybe this is a Scott question. So logistically, Scott, when is Consensus no longer going to be consolidated with J2 results? I guess I was maybe expecting it to be next quarter, but the guide, of course, is for total RemainCo. I want to make sure I understood the timing in terms of when Consensus sort of kind of is out of J2 results, and we could start to look at kind of RemainCo versus FinCo separately?

Scott Turicchi — President and Chief Financial Officer

So the answer to your question is Consensus remains consolidated until the moment of distribution. Now right now, we have a range of dates that’s anywhere from mid to late September, meaning that Consensus will be consolidated for the majority, if not substantially all of Q3, depending on the exact date of spin. The reason we can’t be more specific is, as Vivek mentioned in his opening comments, we’re still awaiting final sign-off from the SEC and then we’re preparing our materials so that Consensus can go to market post Labor Day to raise debt.

Under the time frame that we believe is realistic, all of those things will happen such that probably mid to third week of September, we would be able to consummate the separation, which means that Consensus would be part of J2’s consolidated results for 2.5 or two and three quarters — months. And then at that point, Consensus has its own separate stand-alone financials and RemainCo would be ex-Consensus.

We discussed how and when it makes sense to provide RemainCo and SpinCo guidance, and I think as we get closer and we can better define the date of the spin, then we can come back to the market and say, this is what the two companies will look like for the balance of the year.

Saket Kalia — Barclays — Analyst

Okay. Got it. That’s very clear. Thank you.

Operator

Thank you. [Operator Instructions] And the next question is coming from James Fish from Piper Sandler. James, your line is live.

James Fish — Piper Sandler — Analyst

Hey, guys. Nice quarter. Wanted to first start on the Cloud Services side. It was the lowest churn rate as we go back to 2Q’15, I believe. What’s the push and takes here on why churn was so low? Is that really the impact of the divestitures playing through the strength of the Corporate fax part or something else? Is that sustainable rate in that around 2% range the right way to think about it? How do we think about DID versus non-DID? Maybe I’ll just leave it there.

Scott Turicchi — President and Chief Financial Officer

Yes. So first part is the divestiture. Since the divestiture has not happened yet in terms of B2B backup is not a factor in the cancel rate. So the B2B backup is a component of that 2% cancel rate. We’ve seen strength across the board. It is the case that, as I mentioned, Consensus is a big driver of the overall cancel rate. Consensus has been strong in both its customer acquisition but also its customer retention. So that is a big influence, but it’s not exclusive. We’ve seen strength in the VIPRE product as well as our MarTech products.

Now in terms of sustainability, I’m always a little nervous to talk about sustainability of a metric when it’s at or near an all-time low, because I look at these generally trading in ranges. And so I would say that within a 25 basis point range is probably fair. And I think that if the economy remains generally stable, that should be a fair expectation.

James Fish — Piper Sandler — Analyst

That’s helpful. And if I can sneak in one more on the Digital Media side. Is there a change in mix going on really, or are advertisers really looking more at, I’ll say, niche and vertical-specific sites rather than the broader search sites because that monetization rate was just off the charts and even better than most of your Q4 is where that rate is really strong?

Vivek Shah — Chief Executive Officer

No, it’s a great point. I just wanted to — Jim, if I could, just on the cancel rate piece, I had one piece too, which is, as businesses like Consensus, the Cloud Fax business start to see the enterprise portion becoming a larger ratio, the revenue retention or the cancel rate is just really extraordinary. So I think there’s a positive mix that goes on there as well.

Just in terms of your advertising question, look, I think the — there is vertical strength. So as I said, the verticals we’re in are the fastest-growing verticals within the Internet advertising world. I do think there is also a fair amount of migration from non-performing to performing media, which we fit into because — and while I’ve pointed out that 55% of the advertising business is performance priced, I should have pointed out that the 45% that isn’t is measured as if it is. So there is all return on invested — on advertising spend across everything we do. So I think performance matters more.

And then the last thing I will say is that there’s been a lot of discussion in the industry about the shift away from interest-based ad targeting and back to more contextually relevant and premium environment, and that obviously is what we deal in as well. So I think all three of those have contributed to the gains that we’ve seen in the advertising business. And again, I think they’re all long-term trends.

James Fish — Piper Sandler — Analyst

Helpful. Good luck with the spin, guys.

Vivek Shah — Chief Executive Officer

Thank you.

Operator

Thank you. And the next question is coming from Jon Tanwanteng from CJS Securities. Jon, your line is live.

Jon Tanwanteng — CJS Securities — Analyst

Hey, good morning, guys. Really fantastic quarter, and it’s nice to see that your cookie and tracking and privacy thesis playing out finally. My first question, Vivek, just I want to go back to your margin commentary for Q2, how that was probably not sustainable as we go forward. Q3 is usually a better quarter than Q2. I know it’s fairly close, but just help me think of what investments you might be making in Q3 that might make the EBITDA margin less? Or how should we think about it as we go forward?

Vivek Shah — Chief Executive Officer

Yes. Look, it’s a great question. We’re really trying to put money to work on the marketing side within cybersecurity and MarTech. As we’ve talked about in the past, these businesses really ought to be growth year, and we have run them for margin. And while we’re not ever going to move away from our margin focus, I mean, you all understand how we operate businesses at J2, it doesn’t make sense for us not to invest in marketing to accelerate longer-term growth.

So you’re going to continue to see that. Some of that played out. We didn’t move as quickly on some programs as I wish we had in Q2, and so we’re primed to move quickly in Q3. So that’s an element of it.

And then the other element on the Digital Media side is obviously the advertising business has an incredible amount of operating leverage. And so given the mix of that revenue on the Digital Media side, the flow-through was very high. I don’t want to always rely on that. And as the revenue growth rate will compress a little bit as the comps get strong in the second half, I think we have to keep that in mind. And then I do think there’s some amount of costs that have not reentered the system. We don’t have much travel going on and that type of expense. That probably does come back into the company at some point in the second half.

So those are sort of the puts and takes on it. But look, I think the point in all of this and what we’ve demonstrated really over the last four or five quarters is that there’s a fair amount of internally generated growth opportunities that we ought to feed, and finding that balance between feeding and investing those, again, to sort of the near-term profitability along with our acquisition program and balancing all of those pieces.

Jon Tanwanteng — CJS Securities — Analyst

Okay. Thanks, Vivek. And one for Scott. Just did Cloud Fax outperform your expectations in the quarter? It sounds like it did. And if so, does that change the outlook for Consensus compared to what you were talking about when you announced the spin? Does the comps just get much harder in the second half? Or are you in line with what you thought you were going to do? Just a little more color on how you’re thinking about that.

Scott Turicchi — President and Chief Financial Officer

While the comps do get a little bit harder because as you know, in Q2 of 2020, we had a falloff in medical procedures that were elective because of COVID and activity decline, and we saw, I think if you recall a year ago, we talked about it a couple of million dollars of headwind usage from our health care accounts. That obviously has not only bounced back, but it’s gone well above that. So we saw that rebounding beginning in the May time frame of last year.

Having said that, I think the business does remain very strong. And I think that if you’re talking about the 2% kind of growth that we referenced back in April when we discussed the spin for the first time. No, we’re, I think, confidently now of the opinion, this is a mid-single-digit grower, over time tracking to a high, if not double-digit grower. But I think in the near to intermediate term, mid-single digits for Consensus is the expectation, and that would be inorganic growth.

Jon Tanwanteng — CJS Securities — Analyst

Great. Thank you very much and congrats again.

Vivek Shah — Chief Executive Officer

Thank you.

Operator

Thank you. And there were no other questions in queue. I would like to hand the call back to Scott Turicchi for any closing remarks.

Scott Turicchi — President and Chief Financial Officer

Great. Thank you very much, Paul. We appreciate you all joining us today for our Q2 earnings call. As I mentioned during the call, Consensus will be at the HIMSS conference coming up beginning Monday of this week in Las Vegas. We also do have one conference we’re participating in virtually on August 11, for those that have signed up, it’s one-on-one only. We will then be providing additional information over the coming weeks in terms of the exact timing of the spin, which you should be looking for is a flipping of our Form 10 to a public document. And then at that point, the declaration date, the record date and then ultimately, the distribution date. Thank you very much.

Operator

[Operator Closing Remarks]

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